The Spider and the Fly
by UntamableWyldeRaptor
Summary: Peter Parker and Michelle Jones are two very different people with very important shoes to fill. As the anti-hero Spider-Man, Peter must track down the Inhuman known as Seismic Weaver, the most dangerous Inhuman in Queens. But when a new threat arises, a new hero does as well. Too bad Mysterio doesn't seem to be all that...heroic as he claims to be. OOC!Peter, OOC!May, Inhuman!MJ
1. Chapter 1

_**A/N**_**: Taking a break from working on my two current ****_Spider-Man _****stories—I'm planning on unpublishing them for the time being until ****_Hail Hydra_**** is completely rewritten—to work on, yet another, ****_Spider-Man_**** story idea. Because when I come up with an idea, it must be written out, hehe.**

**Also, I had been watching _Into the Spider-Verse_, and I really liked the idea of Peter Parker—Chris Pine Peter Parker, or the Peter Parker that is currently six feet under—having blue eyes, so the Peter in this story has blue eyes instead of brown.**

**Contains the following:**

***AU strongly diverts from canon.**

***Post-_Endgame_.**

***Tony lives.**

***Natasha lives.**

***May survived the Decimation.**

***The events of _Far From Home_ never happened, but something similar to it will.**

***Inhuman!MJ later on down the** **road.**

**TW: Mentions of an alcoholic and neglectful parent/guardian. **

* * *

_Hands Tend to Shake After Explosions_

Michelle Jones had always been very observant. So it wasn't much of a surprise when the black and red—usually black and white, actually. She'd only seen him wear the crimson and ebony suit once or twice—stranger started swinging around Queens.

Everyone knew him as Spider-Man, an anti-hero who looked out for the little guy… And brutally maimed or murdered criminals roaming the streets.

The Daily Bugle labeled him a menace. The cops labeled him as a twisted version of "helping the public".

MJ…. She wasn't sure what to make of the spider-like vigilante.

No matter how many times she told herself not to get involved with the business of researching a mutant, she couldn't help herself. Something about this… Spider-Man was fascinating.

Something about her classmate Peter Parker was fascinating, too— both things she refused to admit out loud.

Peter Parker was a quiet, reserved classmate of hers, as well as the exact same age as she was, fifteen.

She knew he lived with his widowed aunt after his parents died in a plane crash. She wasn't...the best person for a sixteen year-old to live with, but Peter loved her to death. Even if she was wasted or passed out on their couch when he came home from school.

Although he kept to himself, she couldn't help but notice that he had started to take an interest in her. Stealing glances from the other side of the classroom or cafeteria, looking away instantly when she noticed him… It was obvious. Obvious to her, at least.

Peter tried to stay discreet about it and she could tell. He was just as quiet as she was, if not quieter. Only speaking if asked a question in class, or when Tony Stark's bodyguard and driver, Happy Hogan, picked him up after school.

MJ assumed his aunt knew Tony Stark somehow, or she and Happy were dating, but she was only 45% sure.

But she was definitely catching on to the fact that Peter might be Spider-Man.

His mysterious disappearances whenever a crisis was going on outside, dropout of afterschool activities and clubs—except decathlon. He was smart enough to know that the girl would most certainly kill him if the smartest student on the team dropped out—were most likely linked to Spider-Man.

MJ looked up from her book, watching Peter silently work on a last-minute homework assignment at his lonely table.

She could see his blue eyes burning into the paper of his notebook, his hand moving in a constant rhythm to write out the answers to each problem.

There was something about the way he acted, the way he only spoke when someone asked him a question, such as a teacher or his, possibly one-sided, friendship with Ned Leeds.

Ned had been around Peter ever since freshman year, when she first started to sit with them to mock the _Star Wars_ enthusiast and anti-hero, calling them "losers" or "nerds".

But Ned was out sick that day, and Peter was alone.

MJ's conflicting thoughts swam in her head.

_Should I go over and sit with him?_

_Should I leave him alone and worry about myself?_

_Should I text him about the calc homework we had? _

She must've been staring because Peter had lifted his head and was staring at her with steely ocean eyes, one hand propped against his cheek, the eraser tip of his pencil silently tapping against his notebook.

His expression was unreadable, faint scars from past battles barely visible from the other side of the lunchroom.

MJ's hazel eyes blinked. She watched Peter with a blank, nonchalant look on her face.

_Don't act interested. Don't act interested._

Peter's icy gaze snapped back down at his notebook, which he focused on for the remainder of lunch.

MJ had seen Peter three times during the school day. Once during lunch, the second during calc, and the third during decathlon.

He was always completely silent, never interacting with the other team members—some of which were familiar faces, others very different from the effects of the Decimation—unless asked a question.

That's how decathlon went every day. Completely mute unless answering or asking a question.

Except today was a bit different.

Peter's head was usually down, his sometimes shaking hands fiddling with anything, like he was trying to keep a nervous breakdown at bay. But today, his hands were still, and those ocean blue eyes were focused right on the team's decathlon captain.

It almost caught MJ off-guard, seeing him staring at her with such cold, unforgiving eyes.

But Peter's eyes were deceiving. Although quiet, he seemed to be a good person. Never stepped out of line during class, wasn't afraid to stick up for Ned when Flash Thompson bullied him, and she assumed he helped out with his aunt, no matter how she treated him.

Although he went straight to the nearest Stark Industries building for his internship after school—except Wednesdays, because of his well-paying job as a juvenile photographer for the Daily Bugle—MJ wanted to just...spend time with him. Where that thought came from, she had no idea. Maybe she could invite him to the Starbucks cafe next to Battery Park and drill each other on decathlon questions while snacking on pastries or sipping coffee from the iconic white and dark green cups?

No sooner had the day ended, Peter seized his backpack to quickly book it towards the auditorium doors.

"Yo, Parker! Where are you off to in such a hurry? Heading off to your so-called internship?" Flash sneered, a cocky grin on his face.

Steely sapphire eyes focused over the sixteen year-old's shoulder, but he made no effort to turn around and completely face his obnoxious teammate.

"Yeah."

"Leave him alone, Flash," Betty Brant said, standing up. She slung her pale pink backpack over her shoulder.

MJ could see the fire in Flash's eyes, as the other students started to pile out and leave. Hazel eyes focused back on the anti-hero, who stood off to the side of the room, away from the crowd of decathlon members, idly tapping away at his newly upgraded StarkPhone. Obviously, he was texting someone. That much was clear.

Stuffing her nervousness down into the pit of her stomach, MJ strode towards him. "Hey."

Peter looked up, quickly stuffing his phone into his jeans pocket. "Uh, hi.." He stuffed his hands into his unzipped jacket pockets, those bright blue eyes staring right at her. Brighter than any eyes she'd observed at Midtown.

"Are you… Headed out?" She asked.

"Uh… Yeah… Yeah, my, uh… Ride's here…." The awkwardness in his voice was evident. The sixteen year-old glanced up at her, noticing she towered over him by two or three inches. "I...I'll see you… I'll see you tomorrow?"

"Tomorrow's Saturday," MJ reminded.

"At the, uh… Starbucks closest to the SI building?" He finished lamely.

"Yes." MJ's eyes lit up, a faint smile on her face.

Peter tilted his head like a confused puppy. "Yes as in you..want..to…?"

"Yes," MJ replied, nodding a bit. "Twelve o'clock. Don't be late."

Peter nodded, a small smile on his face. He started to walk out, taking a glance over his shoulder at her.

MJ tried not to let her smile spread into an amused grin when the anti-hero hopped a tiny hop while walking out of the school.

* * *

Although the only time he really opened his mouth to speak was to ask MJ—_MJ_ of all people—out to lunch, the coldness in Peter's eyes returned as soon as he took one step out of the school.

The darkly colored Audi that greeted him at the end of the sidewalk didn't bring an excited smile to his face like it would any other Stark Industries intern.

However, he was very surprised when Happy Hogan wasn't in the front seat.

"Mr. Stark?" His eyes widened in surprise.

"Hop in, kid." Tony's scarred face and metal arm were visible against the sunlight that seemed to make the tip of the anti-hero's ears glow when it was positioned behind him.

Peter's Spider-Sense started to prickle at the back of his neck. He stood completely still, almost like he was refusing to get into the car. "What… What's going on..?"

"We've traced a bomb inside your apartment complex.. Someone's been watching your patrol patterns as Spider-Man. They've been watching you sneak into your apartment every night," Tony explained bitterly.

"A bomb? Is… Is May okay?" He asked, some part of him thinking that his aunt was probably passed out drunk at their apartment or at a bar with her friends.

"She's not answering her phone, so I assume so," Tony responded. "C'mon. We've got work to do."

Peter suddenly whirled around when the loudest explosion in the world startled him and everyone around him. Cold blue eyes wide in panic, hands starting to shake, the sixteen year-old's breathing started to grow rapid.

"Pete. Underoos. Kid. Peter!"

Peter jerked back to reality, hands shaking. "What?" He asked, a little harsher than he intended.

"I asked you how was school, and you immediately went off about a bomb and asking if your aunt was okay." The billionaire quirked an eyebrow at him. "Are _you_ okay?"

"U-uh, yeah. Yeah…" Without saying another word, Peter flung the passenger door open, climbing into the car.

Setting his backpack down at his feet before swinging his door shut, Peter pulled his seatbelt over his shoulder and chest. He slumped back against the seat, sighing.

"How many criminals wound up injured at the police station?" Tony asked, pulling out of the parking lot, AC/DC playing on a low volume on the radio.

"Total of thirteen so far this month," Peter confirmed. "Three or four were taken to the hospital for critical injuries and one didn't make it."

"What happened to staying in between the lines of seriously maim and kill, Pete?" Tony glanced at the teenager, who rolled his eyes, staring out the window.

"I have PTSD, Mr. Stark. Not really my fault that I end up back in the battlefield, fighting Thanos or his army again," he grumbled.

"I told you before that therapy was on the table."

"I'm not doing therapy. It doesn't help," the kid unintentionally snapped. His steely eyes glared down at his feet. "Sorry… I didn't mean to snap. Again."

"It's fine, kid. But please try to limit the killing, understand? I know it's been five years, but the new senator's been pushing a new version of the Accords in my face, and Fury's been wanting to be in contact with you."

"I'm only sixteen. I'm not legally allowed to sign them," Peter retorted. He suddenly looked at his mentor. "Wait. _Nick Fury_ wants to talk to _me_? The anti-hero that's been on the Avengers radar ever since I was bit by that stupid spider two— er, almost eight years ago?" He rubbed his arm, shy from correcting himself.

It wasn't 2018 anymore. It was 2024, and only a few days away from summer vacation.

"You're also my intern, Pete. Because I know you have what it takes to be an Avenger," Tony explained.

"Avengers don't intentionally kill people," Peter objected, his steely ocean eyes staring straight at his mentor. "They don't kill or seriously injure people."

"I'm aware of that. That's why you need to work more on avoiding broken wrists and necks on patrols, buddy," the retired Avenger replied.

"Kinda hard to not do that after the battle we had almost eight months ago," the teenager retorted, crossing one leg over the one that feverishly bounced against the car's flooring.

"Peter."

"Hey, I'm being serious." His bright blue eyes veered away from the road and back onto his mentor. Although most people were intimidated by his piercing stare, Tony, May, Happy, Ned Leeds and MJ were not.

And his baby sister, Morgan Stark.

Ever since he had come back to life, during the time Tony was hospitalized for snapping the nanotech Infinity Gauntlet, Peter was able to meet the energetic, stubborn, five year-old girl.

She acted very much like Tony had, even sharing his soft, brown eyes. At being five years old, she was incredibly intelligent, and barely stumbled over words most toddlers would.

Peter hated to admit it, but he loved that little girl.

"So," Tony clicked his tongue. "Any big events going on outside of the anti-heroism route you took after you took down the Vulture?"

Peter shook his head. "Other than the decathlon end-of-the-year competition and victory pool party, sending in footage of myself fighting crime to Mr. Jameson, and finals, not really anything. I mean, we had been planning a week-long trip to Europe, but, as far as I know, it was cancelled after the…. After the…" His hands started to tremble, flashbacks of watching everyone but Tony and Nebula disintegrate into ash on Titan, then the horrible pain coursing through his body as he struggled not to give in to the darkness that soon overcame him breaching from the depths of his memory.

"Pete…. Hey, it's alright. You're back. Everyone's back," Tony clapped a hand on the sixteen year-old's shoulder.

The Avenger was fully aware Peter had fallen victim to PTSD. The light switches in his room at the Avengers Tower and at his aunt's apartment were covered by thick, black tape to prevent anyone from turning them off, his Iron Spider suit was always on standby, as if he wanted it to guard him while he slept.

But the saddest thing about his kid's PTSD was his constant need to check his surroundings. Including while patrolling as Spider-Man.

He didn't know when something would jump out at him, even if his Spider-Sense didn't go off, when he knew he was safe.

The drive up to the Avengers Tower was almost completely silent with Peter falling asleep in the passenger seat after fifteen minutes of driving.

Tony looked over at the sixteen year-old, frowning in worry. He didn't seem like he had gotten much sleep the last few nights. He let him sleep as long as possible, as he parked the Audi inside his workshop garage.

Being very careful, Tony unbuckled himself and climbed out of the car before walking around to the passenger side to pick up Peter and take him to the workshop couch.

Setting the teenager down, the Avenger quietly alerted DUM-E to go and grab a blanket for his intern. He didn't want to wake him up. He just wanted him to sleep.

Sitting at his desk, the retired hero tinkered away at the wiring of his prosthetic arm, burning the number 3000 into its metal surface with a special tool.

Warm chocolate brown eyes continued to glance back at the sleeping Peter, who was nothing more than a giant blanket mound with a mop of unruly brown hair and the tips of Star Wars socks peeking out from both ends of the blanket.

Tony stood up, walking over towards the sleeping boy. He sat down next to him, noticing the tiny ball he was curled in.

Placing his flesh hand on his mentee's head, kneading his fingers through the kid's soft curls, Peter began to relax.

Cold, blue eyes flickered open before focusing on Tony. "Did…. Was I out for long…?"

"About three, maybe four hours," the Avenger responded. "I always told you that you can spend the night whenever, kid. You have your own room here, anyway."

That was true. Ever since the Blip and everyone was resurrected, Peter was given his very own room in the Avengers Tower for when he wanted to get a break from the hellhole he and his aunt lived in.

To prevent his aunt or any of her drinking buddies from stealing his suits or prized possessions that he knew cost quite a lot of money, he had them packed up with the help of Tony while May was out partying on New Years' Eve and taken to the Tower.

His smaller items he was able to stuff into his worn-out backpack, while the rest of his treasured valuables were hauled up to the enormous building.

Questions of where some of his clothing and valuables went were never asked about, as May never wanted to care about where her son was or what he was doing.

She was almost always too wasted to care about his well-being or if he was a vigilante.

"May… I'm Spider-Man," Peter said when she walked in on him trying his suit on a year before the Decimation had occurred.

May's drunken gaze focused on the red and blue spandex only for a brief moment before her eyes focused on her nephew's blue orbs. "Does that get us more money?" She asked, taking a drink from the can of beer she held in her hand.

"Well.. No. It's..just a gig I've started doing, just to help out the more unfortunate people in Queens —"

She snorted, waving her hand dismissively. "Alright, whatever. I don't care. Do what you like, Peter."

'You can't tell anyone, May," Peter told her, walking after his drunk aunt. "May, are you listening?" His voice had risen an octave higher when he raised his voice at his careless guardian.

She never told anyone about his secret, but the fact she had simply dismissed it made his blood boil. He didn't even receive so much as a "hello" from his aunt when he arrived at her friend's apartment to see her, as she was unable to get a decent-paying job while he was gone for five years. He didn't even receive so much as a "hello" from his aunt when he arrived at her friend's apartment to see her, as she was unable to get a decent-paying job while he was gone for five years.

Staying with her friend was difficult, not for May, but for Peter. He never got along with her friends, always seeing them as a bad influence, especially when they'd bring a guy over to the apartment, which prompted the sixteen year-old to leave for a patrol.

Around Christmas, they had finally got a new apartment with help from Tony —Peter _had_ told the billionaire that they didn't need help, as his job as a photographer for the Daily Bugle could help pay for a month or two's rent, but the man insisted—and the kid didn't have to worry about any of her friends waking him up in the middle of the night while he slept on the vodka stained couch or lounge chair.

Peter managed to hide an involuntary shudder from his mentor upon the memories plaguing him. "Hey, uh… Depending on what my aunt's doing, do you think I could stay here tonight?" He asked, a bit hopeful.

Tony smiled, ruffling the kid's—_his_ kid's—hair. "Yeah, you can, Pete."

He smiled a tiny, well-guarded smile before snuggling under his blanket again. "Thank you, Mr. Stark.."

"Pete, you can still call me Tony. I don't mind," the Avenger chuckled at the teenager, standing up after patting his shoulder one final time.

"Okay… Mr. Stark." Peter smirked cockily at his mentor before laughing when Tony threw a pillow at him, which he hugged close to his body.

"You're grounded, young man," he joked, sitting back in his swivel chair at his desk. He watched Peter for a little while longer before returning back to his work.

* * *

_**A/N**_**: Okay, SO. I finally finished this stupid thing, and I'm really happy that I did. MJ will have a bigger part in this story, I promise, as the story is Spideychelle-centric with a tiny bit of Irondad.**

**As a reminder, _Hail Hydra_ and _Symbiote_ will be unpublished until I can completely rewrite the first story. Until now, please enjoy this little au!**


	2. Chapter 2

_**A/N**_**: In this chapter, Peter and MJ have a rather...intimate moment in an alley, alone, their Starbucks coffee meetup, an incident at the Daily Bugle that humiliates Peter and later rebounds to hit him and MJ in the face, and an argument that quickly goes south when punches are thrown.**

**Second chapter is up! I'm going to have fun writing this story, hehe. I hope you guys all like it!**

* * *

_It's Simply Puppy Love_

Peter hissed in pain, one leg stretched out, as he lie on the roof of the apartment he and May lived in.

His body ached and throbbed from all over. Fighting off the Scorpion was hard. Especially when the villain's stinger sliced across his leg, leaving a deep, gaping cut.

At least he didn't have to worry about Seismic Weaver for the time being.

Seismic Weaver was one of the most dangerous Inhumans on the radar. Tony had indirectly mentioned her to Natasha Romanoff and the other remaining Avengers —the Avengers team actually consisted of Natasha, Clint Barton, Bucky Barnes, Sam Wilson, Tony himself and Scott Lang. The others, Thor, Bruce Banner and Steve Rogers were patrolling the galaxy with Footloose-loving adults, a tree and a raccoon, dead or retired —and Peter took it upon himself to find the Inhuman.

When his Spider-Sense suddenly prickled at the back of his neck, the anti-hero stood up. His one hand shot down to his injured leg, just as he saw three dark figures chase someone down an alley.

And it looked like MJ.

Without thinking, the sixteen year-old sighed, pulling his mask over his face. Looking down at his arm, he made a quick twist of his wrist, a short, sharp blade shooting out of the top of his right Web-Shooter. He didn't know what he was getting himself into, but someone was in trouble, and he needed to help.

Dropping down into the alley, instantly favoring his wounded leg, Peter let the blade of his red and black suit shine in the moonlight.

"Y'know, it's not very nice to chase after girls. I thought that was some stupid game people played in middle school."

Through the white lenses, his bright blue eyes saw the beamused look on MJ's face, as her pursuers turned to face the violent anti-hero.

"I'm sure me and my little friend here would have a bit of fun if you don't get. Out. Now." His voice turned cold.

"Get the girl! Now!" One of the men screamed, just as Peter's blade sliced across his arm, creating a deep, shallow cut. He snarled, gripping his arm. "Forget the girl! Get the spider! Now!" He was silenced by a sharp punch to the jaw, sending him falling to the ground unconscious.

Quickly glancing back at MJ, who stayed huddled against the farthest wall, away from the damage he dealt upon her attackers. Blood was shed, and maybe a life was lost, but he didn't know. It was hard to tell when rain started to pour down upon him.

One of the lenses in his mask was broken, exposing one bright blue eye.

"I had that handled, y'know," MJ snorted from behind him.

Peter simply turned around, cold eyes focusing on his classmate, who was soaking wet from the rain. "Did you now?"

"Yeah." MJ wrung her soaking wet hair out, although it didn't do much good. Hazel eyes stared directly at him, as he backflipped into the darkness of the alley, while she walked closer.

"Why are you hiding?" She demanded, dark indigo and black peeking out from under her black zip-up hoodie, which she pulled over her head.

Peter hung upside down from the top of a fire escape using a strand of his webbing. His functioning eye lense shrank, as he tilted his head at her. "Who says I was hiding?"

"Me." MJ folded her arms across her chest, watching his big blue eye peeking out from the damaged lense search her face.

"Why? Never thought you'd be the one to spy on vigilantes," the sixteen year-old quipped.

"You'd be surprised, Blue Eyes," she quipped back, raising an eyebrow in the darkness.

A smirk snuck its way onto the spider's face. "Now, I get called a lot of names. 'Menace', 'Spidey', 'Spider-Boy', 'Spiderling'..."

MJ rolled her eyes. "I got that." Her hazel eyes focused on his exposed blue one.

Peter fell silent, grinning at her from under his mask. "Awww. Already tired of me."

"Shut up, or I'll wipe that stupid grin off your face under that mask."

The spider tilted his head, confusion reflecting in his exposed eye. "How did you know I was smiling?"

MJ lifted her hand, faint indigo markings swirling around it. She reached her other hand up, gently feeling the sides of his neck for the fold of his mask.

The purple energy swirling around his neck started to make the anti-hero a bit calmer, almost like he...liked her being close to him.

"What're you doing..?" He murmured through his mask, which was being lifted up over his jaw to expose his mouth.

"I want to know…" She whispered in his ear, hazel eyes focusing on him.

"M-miss, I…._can't_…." His voice sounded pathetic, like he was pleading for her to stop trying to remove his mask, but also wanting her to continue.

"Just call me MJ… You already do anyway." She pressed one hand against his cheek, smiling in amusement when he leaned into her touch, like he was some sort of dog.

"I...haven't seen you here in my life…. N-not until now…" He murmured, secretly liking the way her hand felt against his cheek. It felt...soothing. He hadn't felt something like this in a long time.

Not since Ben died. But it felt a lot different than what was occurring at that moment.

Both hands were firmly holding onto his strand of webbing, which would dissolve in less than two hours, cold blue eyes focusing on the girl in front of him, one eye securely hidden by an eye lense, the other almost completely exposed.

MJ stood up on her toes, gently holding her classmate's face in both hands. Her eyes started to flicker shut, as did Peter's, when she connected her lips with his.

For being their first kiss, it wasn't awkward as to how first kisses usually were for some people—maybe it was because she probably knew what she was doing, maybe it was because he was upside down clinging to a strand of webbing hanging from a light fixture, they both didn't know—but however their first kiss was like, it was amazing.

MJ gently slid Peter's mask up further against his face, before one red and black hand pressed against her cheek, stopping her just short of unmasking him completely.

Peter was unwilling to pull away from the kiss, a newfound warmth seeping through his body, something a dull, cold ache in his heart couldn't stop from seeping through. It had been so long since he had felt something like that. He didn't want it to end.

MJ pulled back from the kiss, but very briefly for air. Making eye contact with Peter once again, her breath on his lips, she pulled his mask down over his face to protect his identity, no matter how badly she wanted to unmask him.

Peter's visible blue eye was barely open. "What…. What was that…?" His voice betrayed how tired he felt once the purple energy swirling around the other sixteen year-old's hands disappeared.

"Something I hope we could do in the future?" MJ smiled, suddenly feeling shy. She folded her arms across her chest again, watching the spider in front of her practically squirm under her gaze.

"Y-yeah…. Yeah, we can...uh…. We could do that again….." She could see the embarrassment in his exposed eye, which made a small laugh escape her mouth.

"See you around, Spider-Man." She dashed out of the alley, just as Peter backflipped onto the roof behind him before leaping across the gap between the alley to his apartment building.

He looked towards the Avengers Tower before standing up, swinging off in the direction of the highly familiar silver and blue tower once he retrieved his high-tech camera Tony had given him once he found out about the anti-hero's job to support May and himself.

Landing on the balcony of his room, he shoved the door open, stumbling inside. He collapsed against his bed, ripping his mask off his face.

Peter tilted his head back, panting, lips and the tips of his ears reddening. A breathless smile stretched across his face, eyes flickering shut. "F.R.I.D.A.Y., you there?"

"_Yes, Peter. Is everything alright? Your heart rate appears to be elevated and you have an abnormally large wound on your left calf muscle._"

"Oh.. That…" He looked at his wounded leg before sighing, head tilting back. "Alert Tony. He's gonna want to see me." He grinned, still able to feel MJ's lips on his.

Tony, wearing a black AC/DC shirt and baggy grey sweatpants, walked into the teenager's room, bare feet slapping against the tile and then the carpet. "Peter? What are you doing back here so early? Your curfew isn't over until 12:00, remember? It's only eleven and… What are you smiling at? I've never seen you smile like that before." Tony sat down next to the sixteen year old who grinned drowsily up at nothing.

"F.R.I.D.A.Y., scan the kid for any —"

"Gash on my leg from that Scorpion guy." Peter suddenly sat up and reverted back to his serious demeanor. He ran a hand through his hair. "And a little incident in a back alley, nothing I couldn't handle." He tapped the spider emblem of his suit, letting it loosen and fall away from his shoulders. He took the chip filled with his photos of Spider-Man fighting out of the camera. "F.R.I.D.A.Y., don't let me forget to take care of these pictures," he said before Tony plucked the chip from the kid's hand. "Mr. Stark, wait. I can take care of that."

"We can both take care of this. Need to find the best photos and fight footage now don't we?" The Avenger plugged in the chip to the vigilante's computer.

Peter stood up, letting his suit completely fall away, as Tony fiddled around with editing footage and choosing the best pictures to send in on Wednesday when his intern needed to return to work.

Peter pulled a black Stark Industries t-shirt over his head before pulling on a pair of pink, fluffy, Hello Kitty pajama bottoms when he heard his mentor whistle.

"Wanna explain this, Romeo?" he asked, grinning like a father ready to embarrass his child.

The spider limped towards the computer, steely blue eyes focusing on the screen. Instantly, his eyes grew wide, face heating up until it flushed red.

His stupid camera had gotten a picture of his and MJ's kiss.

* * *

MJ rubbed her arm, sitting inside the Starbucks next to Battery Park, To Kill a Mockingbird lying face open in front of her.

She couldn't get her mind off of how..familiar Spider-Man seemed the previous night. That kiss was another thing she couldn't get off her mind.

The reason behind the fact she had kissed him was unknown. Something about their interaction just screamed Peter Parker. As if her suspicions weren't confirmed enough, that bright blue eye certainly proved her right.

No one she observed before had those bright blue eyes. No one but Peter.

Peter Parker was Spider-Man, and nothing was going to convince her otherwise —

The door to the little coffee shop swung open, and steely blue eyes focused on her.

MJ sat up straighter, ignoring the fact Peter's face flushed red when he laid those icy eyes on her.

"What up, dork?" She greeted nonchalantly.

"Hi," he replied flatly. He sat down in the chair across from hers.

She hadn't ever seen him that close before, other in decathlon. He had a faint scar down his right cheek, which was too small and faded to be noticed from far away.

A high-tech camera hung from a strap around his neck, which he instantly slipped off, setting it on the table, close to the window.

"Stark Industries camera, huh?" MJ brushed the tip of her finger over the engraved SI logo.

"Yeah. Uh, Mr. Stark made it for me," he admitted, picking it up to go through the roll of film he had stored inside. "I'm a photographer at the Daily Bugle, so I kinda have to carry this around with me. Mainly because I'm assigned to capture footage of Spider-Man, or pictures of him for Mr. Jameson to upload to the Daily Bugle's website."

"I didn't expect you to show up here," MJ told him absentmindedly, swirling the straw around in her iced drink.

Looking at her drink, Peter furrowed his brow thoughtfully. "Do… Do you want anything to eat? Like a scone or something?" He asked.

"Are you offering to buy me food, Parker?" The girl tilted her head condescendingly.

Peter rubbed the back of his neck. "Well...yeah. I mean, if you don't want anything to eat, that's fine."

"I'm messing with you, Parker," she reassured. "That's nice of you to do that."

A faint, brief smile tugged at the corners of Peter's lips, which she could distinctly remember how they felt against hers. He blinked before standing up, pulling his flimsy wallet out of his jeans pocket. "Okay, uh…. What do you want?" He looked back at the other sixteen year-old, head tilted.

"Blueberry scone." MJ rested her cheek in her hand, ignoring the awkward tension radiating off of Peter.

He nodded, glancing down at his wallet before glancing back at her. He walked off, his little hop returning to his step, eliciting a small smile from the girl behind him.

That tiny hop was always so amusing. She loved it.

Once Peter returned, he was holding two plates in each hand, placing the one with the scone in front of MJ, and one with a chocolate chip cookie in front of him. He sat down in his chair, tearing off a piece of the soft-baked treat.

Their little meeting wasn't as horrible as MJ thought it would be. Sure, Peter never really talked to people, so human interaction wasn't one of his skills, but it did feel nice to talk to someone besides Ned.

Peter mainly explained to her how his camera worked, even going as far as letting her take a few pictures on it just to see how it worked.

But when it was pointed at them, MJ grinned and flicked a piece of whipped cream from her iced latte onto his nose, making his blue eyes go crossed, staring at the piece of whipped cream in surprise. His face flushed in embarrassment when he heard the click of his camera.

Using a brown napkin, he wiped the whipped cream off of his face. "Last time I'm coming over here to get a picture with you," he joked, trying to hide how flustered he looked.

"Don't bet on it, loser," MJ responded, handing him his camera back.

He placed it back inside its case before slinging the strap around his neck again. "Thanks." His cold, blue eyes glanced around briefly before settling on MJ again. "We should… We should do this again sometime…"

The girl nodded. "Yes."

Peter didn't need to ask what she meant by "yes". He already knew.

She wanted to meet him again.

* * *

The Daily Bugle building would never be as big or cool as the Stark Industries building, that was for sure. On the outside, it looked incredibly boring with a giant sign displaying the name of the blog/news broadcast/newspaper's headquarters.

It was just as boring on the inside as it was on the outside, too.

Peter sat in one of the chairs in the lobby, his camera securely held in both hands. He and Tony had gone through the pictures and footage he had gotten of him parading around as Spider-Man to turn in to J. Jonah Jameson — the director of the Daily Bugle and his boss.

"Mr. Parker?"

A disgruntled voice made the teenager's steely eyes focus on Eddie Brock, Jameson's former star photographer.

Before the little anti-hero showed up.

"Oh, it's you," Peter deadpanned, the strap of his camera hanging around his neck. "Does Jameson need me?" He asked, arms folded across his chest.

He could smell the whiskey on the older man's breath from where he sat in the chair, almost like he was refusing to stand up and venture inside their boss' office with the other photographer.

"Yeah. He does. He wants us both in the same room together," Brock groaned.

"So sorry you have to put up with a kid, Eddie." Peter rolled his eyes, hauling himself to his feet. He strode into the office of his boss, narrowly avoiding a collision with one of the interns walking past.

The sixteen year old stepped into Jameson's vast, yet boring, office, bright blue eyes focusing on the man, who was reviewing Brock's footage.

"Brock! What kind of footage is this?!" He roared, bushy eyebrows narrowed.

Peter stood completely still, only moving aside when Brock approached Jameson's desk to fiddle with his camera, preparing to show it to his boss.

"I promise, Mr. Jameson, my pictures are so much better! Just give them a chance!" Brock pleaded, desperate.

"Yeah, well, that's what you said last time. Parker!" Jameson turned to look at the boy with the piercing blue gaze. "Show me what you got."

Peter obediently set his camera up on the desk, pressing a button to project the footage on the far wall of the office, practically feeling the glare Brock was giving him.

"Parker! This footage is excellent!" Jameson grinned, jumping out of his seat. "Outstanding! I can see the headlines now! 'Masked Menace Causes Further Damage in Queens'! I love it!"

"What about my pictures, Mr. Jameson?" Brock slammed his pictures on his boss' desk. "They're better than last time, I promise!"

Peter felt sorry for the man, as he handed over his flashdrive of high-tech, movie-worthy photos.

Jameson grumbled something about "no respect from anyone".

Peter stood off to the side, pulling a water bottle out of his book bag, which he usually kept his camera in to protect it. He unscrewed the lid, chugging half the bottle when Jameson laughed loudly.

"Where in the _world_ did you two get these photos?!"

Blue eyes widened in horror when Peter saw two almost identical photos—one on a computer screen, the other in Jameson's outstretched hand— of _his and MJ's kiss_.

"I got mine last night. I had followed Spider-Man to a lesser populated area of Queens and I found him making out with some girl," Brock admitted triumphantly.

"For the record, _that_," Peter gestured to the photos with his head, "wasn't 'making out'. That was a simple _kiss_." He was more defending MJ than himself, almost enraged that Brock would accuse them of such an act.

He wouldn't ever do that…. Unless MJ wanted to.

"And how do you so happen to know that, pipsqueak?" Brock demanded angrily, causing Peter's intimidating, icy glare to worsen.

"Gentlemen, now's not the time to discuss what Spider-Man and his lover were doing," Jameson growled, exasperated. "I will review the footage and photos tonight. You may go."

Peter grabbed his camera, angrily stuffing it into his book bag, as Brock lumbered out of the office.

Briskly walking towards the door, the sixteen year-old paused when he heard his boss clear his throat.

"Mr. Parker."

Looking over his shoulder, he made eye contact with Jameson, who waved a check in front of his face.

"Forgetting this?"

"Y-yeah. Sorry…" He hastily backtracked, reaching out to grab the money his boss had given him. "Thank you.."

He avoided looking at the picture on the screen, as he made his retreat.

"You seemed to have gotten very defensive when the matter of Spider-Man's lover was brought up," the older man noted.

Peter spun around. "It's because I know her. She's not the kind of person who'd openly make out with someone," he explained. "Even if that person's Spider-Man."

_Wow. You barely talk to her, and here you are— sticking up for her. Smooth Parker._

Jameson quirked a bushy eyebrow before leaning back in his seat. "A truly excellent photo, Mr. Parker. Truly excellent."

Peter nodded. "Thank you.." He turned on his heel, swiftly dashing out of the building.

Stuffing his check into his book bag, the sixteen year-old made his thirty-five minute walk from the Daily Bugle building to his apartment where May waited for him.

He couldn't _believe_ Brock was _that_ big of an ass to spy on him and MJ that night, and then have the _audacity_ to call their simple kiss a make out session.

No matter how good of a kiss it was, it was most certainly not that.

Peter slammed his shoulder into the busted front door of his and May's apartment, growling in annoyance when it refused to budge. "Come...ON!"

Using all his strength, he flung the door open, stumbling inside the building.

His nose wrinkled when he caught a whiff of strong cologne and vodka.

May had invited yet _another_ man to the apartment.

On the way to his room, Peter slammed his fist into the closed door leading to his aunt's room.

"MAY, I'M HOME!" He yelled through the thick wood, not caring what she was doing.

Closing his door and locking it, Peter shrugged off his book bag, setting his camera on his "For Work Only" shelf.

He pulled the check out of its envelope, looking down at it. He pulled out his StarkPhone, preparing to sign and scan the valuable piece of paper to deposit it into the bank account Tony helped him set up on an official banking app the sixteen year-old downloaded.

Peter flung himself into the chair at his desk to start studying for finals, which were two weeks away. The trip to Washington for nationals and then Disneyland—that is if they won—was just a week away.

May was never there to see him compete or even cared to know where he was or what he was doing. He was just glad Tony and his family escorted him on their private plane or watched him compete. They always gave him the strength to do a good job during those competitions.

Using the money he earned from turning his pictures and footage of himself in to Jameson, Peter managed to order takeout from the new burger joint down the street from his apartment. It was called something like Burger Frog, or whatever.

He had seen it a few times on patrol, but he hadn't ever gone inside before. Mainly because he spent most of his time at Delmar's, which had the best sandwiches he'd ever eaten.

After two hours of studying, he lifted his head when someone knocked on his door.

"Kid?" An unfamiliar, gruff voice greeted him.

Peter narrowed his eyes a bit, refusing to answer.

"Don't play the silent treatment on me, boy. I heard you."

Hauling himself to his feet, the spider internally groaned. He unlocked his door, but barely opened it.

Ice blue eyes stared up at a very tall man with grey-blonde hair, glasses perched on his face, wearing a green polo shirt, khaki pants and brown work shoes. His amber eyes were deceivingly friendly, which only made the anti-hero tense up and grip onto his door tightly.

"Can I help you?" He asked, clearly annoyed.

The man smiled, sending a shiver down the vigilante's spine. "May I come in?"

"No," Peter responded flatly. "Where's my aunt? Aren't you busy with _her_?"

"She's, uhm, currently asleep."

_She's passed out drunk. Great._ The teenager rolled his eyes, still keeping a harsh grip on his door.

Amber eyes stared directly at the cyan orbs of the sixteen year-old. "You seem to be a good student in school. How old are you? Seventeen?"

"Sixteen," Peter corrected without missing a beat. "What do you want with me, anyway?"

The man's glossy eyes focused on the teenager again, but not on his eyes.

His eyes focused _down_.

The spider stepped back, growing uneasy. "Sir, I think you should go." His Spider-Sense prickled at the back of his neck.

He was used to men May invited over to look him over, see if he was worthy of something he didn't know. But that was unless he came out of his room.

This man had heard him scream a "hello" to May over whatever commotion they made inside her room—he knew very well what she did with the men she invited over, he just refused to think about it—and he had become very interested in seeing whoever else lived at the cramped apartment.

"After we just got acquainted?" He feigned hurt, but Peter saw right through his act.

"I have to go get dinner for tonight, sir. I'd like it very much if you'd leave." The teenager had to bite his tongue to keep the rude remarks from slipping passed his lips, trying to swallow them down with fake sincerity.

Something dark and sinister shone in the man's eyes. "Y'know… I don't mind staying a bit longer… Why don't we have some fun? Just the two of us. No one else."

Icy eyes narrowed. "Sir, I asked you to leave. Don't make me call the cops on you." He twisted back with a loud yelp, instantly slamming the door to his room shut and locking it.

"C'mon, boy. I know you'd like it," the man taunted from outside, as Peter frantically slid his camera into his backpack, as well as his money for dinner. "Just like your aunt did."

Hastily pulling his navy blue zip-up hoodie on over his grey "If you believe in telekinesis, please raise my hand" t-shirt, the sixteen year-old could still remember the man's filthy hand reaching out towards him. But not towards his shoulder, or anything above his waistline.

Shuddering, the teenager switched the dial on the Stark Industries lock to a label that read "ALLOW ACCESS TO PETER PARKER ONLY".

After his first camera provided by Tony was stolen by May to sell, he had gotten a special lock and doorknob combination that only Peter could access from the inside of his room.

Making a mental note to alert Tony of what had just happened to him, the anti-hero slid his window open, climbing out and onto the fire escape landing. Closing it once again and pretending to lock it so it didn't look suspicious, he made his descent down the ladders and landings.

Landing on the ground below, Peter dashed out of the alley, down the street, and towards the Burger Frog to purchase dinner for him and his aunt.

* * *

The school was practically buzzing with students stressed about finals, rushing around to finish last minute projects, or studying for decathlon nationals.

MJ knew she was one of those students, although much more calm and composed.

But as soon as the news about Spider-Man's "lover" surfaced, she felt as if she were ready to spontaneously combust at any moment.

Thankfully, the pictures were too dark for anyone to completely make out her face, especially when her hood was pulled over her head.

Peter seemed to want to melt into the ground whenever someone brought it up.

Even Ned.

After Ned returned to school, he was absolutely shocked that his best friend had his first kiss while going out as Spider-Man.

"Ned!" Peter hissed, steely blue eyes focusing on MJ, who was reading at the very end of the table they were currently sitting at.

"You just up and _kissed_ someone!" Ned rasped in a low voice, the after-effects of his illness still plaguing him.

Peter rolled his eyes, running a hand through his hair. "Yeah, I know… Just...keep it down…."

Thanks to his enhanced hearing, he could hear people on the other side of the cafeteria trying to decipher who had kissed the anti-hero, while all Peter and MJ wanted to curl into a ball and sink into the floor.

Peter trying to get over the constant companions May brought over so many times to the apartment wasn't doing any good to him, either. Each time he brought food home or heated up leftover pizza for the two of them, he always ended up making a third meal for an entirely different guy one of her friends set her up with.

He didn't want to leave his aunt, no. She was the only family he really had before Tony stepped in and somehow became a surrogate father-figure to the teenager.

He was ready to give up trying to provide for her when she could barely keep a promise as simple as spending time with him or even acknowledging him.

But those promises were usually tossed out the open window.

The previous day's event with that man reaching out and trying to touch him was the final straw.

He had hastily dropped off his aunt's food with a note saying he was staying with Tony for the night again, hating to put the pressure of taking care of him on Tony. But he had always promised that the spider's balcony door was always unlocked whenever he needed to cool down.

May had started to invite a guy or one of her friends over almost every day, which gave Peter every excuse to avoid coming out of his room besides to get food to take back to his permanent hiding spot.

Peter didn't think it was fair that May could have however many friends over as she wanted, and he couldn't— not that he really cared, because he didn't have any friends to begin with, unless he counted his one-sided friendship with Ned.

"So, uh…" MJ licked her lips nervously, still trying to stay composed. "Who do you think is Spider-Man's secret love interest?"

Peter gave her a look that distinctively said, please shut up, I'm begging you.

"Hm….. I dunno…." Ned rubbed the back of his neck. Before he could answer, Flash hollered from his lunch table.

"Obviously Michelle!" He crowed. "I turned the brightness up on the photo! It's her alright! Makin' out with Spider-Man!"

MJ saw Peter's face redden. Not out of embarrassment, but of anger.

"MJ doesn't make out," he snarled, standing up. "Unlike you."

Loud jeers of "ooooooo!" filled the entire cafeteria, as Flash narrowed his eyes.

"How can you be so sure, Parker?" He demanded angrily.

"Because I'm smart enough to know what a kiss looks like," the spider responded. "And if _any_ of you have a problem with what I just said… Keep it to yourselves." His piercing blue stare drilled into the other students, especially Flash before he sat back down on the cafeteria table bench, ignoring the surprised stares from MJ and Ned.

"Wow," Ned breathed, eyes wide.

* * *

_**A/N**_**: Over 5k words... I should stop or this chapter is gonna be too long, hehe. I started to watch/research a few episodes of the Disney XD _Spider-Man_ series and Eddie Brock works at the Daily Bugle with Peter in one episode. So, I had to add their rivalry in this chapter.**

**I think I've been doing more research on the comics for this story, and I really hope you guys could spot the few references I've hidden in this chapter, along with a reference to the _Spider-Man_ movie from the early 2000s!**


	3. Chapter 3

_**A/N**_**: In this chapter, an earth Elemental causes destruction in Town Square, big enough to draw the attention of a new hero, May forces Peter to spend some time outside of his room, a decision that spirals out of control and causes Peter to make a very stupid decision and draws the attention of the one person who'd least expect to hear from him at 12:00 a.m. in the morning.**

**Ideas run rampant late at night, considering the last chapter was over 5k, hehe. I'm having fun writing out this AU, especially since I can experiment with some key points from the Spider-Man comics. Anyway, I hope you like this chapter!**

* * *

_Wasted Secrets, Wasted Confessions_

Police sirens wailed, screams and shouts echoing from all around.

Chaos. Absolute, literal chaos.

Peter, dressed in his black and white Spider-Man getup, stared out at the giant rock monster that stomped through Town Square, sighing.

"I might need backup," he grumbled into a communication device built inside his suit. "It's pretty big."

"_Try to contain it in one place, Short-Stack,_" Sam Wilson, the new Captain America—he still went as the hero called Falcon. No one could live up to Steve Rogers—spoke to him.

Peter didn't get along with Sam, nor Bucky Barnes. He was an anti-hero, and they didn't take kindly to him. Especially since he was just a sixteen year-old kid in spandex.

"Yeah, fine." He swung towards the giant rock man-thing, shooting a web grenade at its oversized fists.

A flash of green caught his gaze, just as a rocky hand swatted the teenager away, making him yelp loudly.

He slammed into Bucky, Natasha Romanoff and Scott Lang when he crashed to the ground.

"Peter, what the hell is going on?" Tony demanded over the comms. He didn't want to join the other Avengers and reappear from his retirement, but they needed him.

Peter needed him.

"Just… Just a flash. I'm fine." Peter quickly stood back up, shooting webbing at the side of a building ready to collapse on top of a few people to keep it in place.

"Is it that Inhuman?" Natasha asked, shooting at the rock monster. None of her bullets seem to be making a direct hit.

"Seismic Weaver is usually wearing purple, black and white. Not green," Peter quipped, swinging around the rock creature's legs.

The same green flashes that he had been distracted by before made the teenager look up.

He was completely oblivious to the purple energy slamming into his side, knocking him away from the battlefield.

Now that was Seismic Weaver.

"Kid, you need backup?" Bucky asked, although reluctant to talk to the juvenile Avenger.

"I'm fine. I got it." He stood up, just as clawed fingers slashed at his face, slicing through his mask and lense, exposing one bright blue eye and a fresh scar on his cheek, about an inch away from his eye. He stumbled, but instantly recovered to avoid another slash to his body. "You mad at me? I feel like you're mad at me!" he backflipped away, just as Seismic Weaver whirled around. "What? Bored with me now—" he cut himself off when a slab of concrete was flung at the Inhuman.

Without thinking, Peter leapt at her, knocking them both into an alley, far out of harm's way.

Pinning her under his own body, dust and dirt raining down on his back, head and shoulders, the spider searched her face for any sign of injuries. "Are you alright?"

"Why are you so concerned with me?" She demanded, shoving him off of her. Her voice was muffled and a bit distorted by her mask.

Peter stood up, folding his arms over his chest once he switched off his comm. "Uh, how about 'thank you' for saving your ass back there?"

The Inhuman narrowed her eyes under her mask. "Then why did you save me?"

"You're not the only mutant that's out and about."

The Inhuman stared at him blankly, more out of shock than anything. "What?"

"I'm a mutant, too, if you haven't noticed." The black and white hero motioned to his spandex suit, oblivious to her moving closer to him. "I mean, sticky hands and feet aren't exactly something that normal people have—"

He stopped talking when the rock man started to groan and roar.

Both mutants focused on a strange man wearing a fishbowl-like helmet with green mist swirling inside it, a flowing maroon red cape with medieval-styled gold and cyan designs on the underside. Gold wrist gauntlets, kneepads and steel-toed iron boots with a cyan and gold armour were wrapped around his green suit-covered body.

He looked kind of like Doctor Strange and Thor rolled into one.

"You don't want any part of this," the stranger said, landing harshly to the ground. His fishbowl head focused on the giant earth-mover before him.

Peter watched in astonishment as beams of green fog shot out from the man's glove-covered hands, aimed right at the creature's chest.

"Who is that?" Seismic Weaver stepped closer to the sixteen year-old, unable to even fight her sworn opponent. She was too engraved in watching the man of mystery before them.

"I have no idea…." Peter mumbled. He hastily switched his comm back on. "Uh, you guys are...seeing this right now, right? 'S not just me?"

"_What do you _think_, Short-Stuff?_" Sam snapped, making the kid grind his teeth in annoyance.

"_Cut him slack, Wilson,_" Tony advised. "_Not everyone's been up to space or dealt with the shit he's gone through._"

Peter switched the comm off, turning back towards Seismic Weaver. "Get out of here. They're going to see you." Spider-Sense prickling at the back of his neck, he whirled around to see the strange man's green energy wrapping around the rock monster's neck, strangling it before the creature exploded into a flash of blinding green light.

On instinct, Peter backed Seismic Weaver against the farthest wall, shielding her from the onslaught of light with his body.

The anti-hero pulled away from being a human shield, staring at the female Inhuman. He glanced over his shoulder, noticing Bucky, Scott, Natasha and Sam approach the man who single-handedly defeated the rock creature.

"Aren't you going out there?"

Peter's attention diverted back towards his supposed target. "No. I'm an anti-hero. I'm not needed out there. Wasn't much help, anyway." He rubbed a sore spot on his left arm, piercing eyes showing the exhaustion he felt from a clear lack of sleep.

"Why… Why did you save me back there?" Seismic Weaver asked, genuinely curious.

"You don't act anything at all like what Fury's been hyping everyone about. You're...kinda like me." He felt a bit lame for saying that out loud, ignoring the adults talking in the background.

The Inhuman muttered a simple, "hm", before a whistle made their heads jerk up.

"C'mon out of there, junior!" Bucky yelled, sunlight glinting off of his black and gold arm.

Peter rolled his eyes before looking back at Seismic Weaver. "I… I gotta go…" He ran out of the alley, clearly annoyed.

"What?" He snapped, piercing eyes staring at the World War II veteran.

The man wearing the fishbowl helmet approached him. "I've seen you in action. Pretty impressive for someone your age. Violent, but impressive."

The spider folded his arms over his chest, quirking an eyebrow while smirking. "'Cause I'm a hero. Trust me, I'm a hero."

He could see Sam roll his eyes under the red lenses of his goggles at the statement.

"I'm Mysterio. I'm sure I'll see you again," the man, Mysterio, introduced.

"Thanks for your help back there," Scott piped up, eyes bright through his red and silver helmet.

Mysterio nodded in acknowledgement. "Trust me. You don't want any part of this."

With that said, the man soared into the sky in a cloud of green fog.

* * *

Three blankets were draped over his body, only the mop of curly chocolate hair peeking out from under each of them.

Peter, exhausted from the battle that Mysterio interrupted and the interaction between him and Seismic Weaver—something about her reminded him of….someone. He just didn't know who—had crawled into his room through his window before shutting and locking it, restricting all access to his safe haven.

He wanted to get a couple hours of sleep before heading to the Avengers Tower to see Tony to edit down the pictures and footage he had snagged of Mysterio. He knew Jameson would lose his shit when he saw them.

"Peter."

One steely eye flickered open.

"Peeeeeeteeeeerrrr….."

"What?" The kid groaned tiredly.

"Peter, I want you to come out," May slurred from outside his door.

"Why?" He demanded, sitting up a bit until his head was exposed from under his blankets.

"I wanted to invite some people over so they can meet you," she replied nonchalantly. "They'd love to meet you."

"I don't want to meet any of your friends, or whoever you're bringing over," Peter responded immediately.

"_Peeeeeeeteeeeerrr_."

With a loud groan, the sixteen year-old kicked his blankets off of his body. "Fine…." He didn't bother changing out of the fluffy, pink Hello Kitty pajama pants and his black "'I lost an electron', 'Are you positive?'" t-shirt, as he typed in the digital lock combination on his door.

He didn't bother changing out of the fluffy, pink Hello Kitty pajama pants and his black "'I lost an electron', 'Are you positive?'" t-shirt, as he typed in the digital lock combination on his door.

Annoyed, bright blue eyes focused on his drunken aunt, arms folded across his chest. "What did you need me for, May?"

He followed her out into the living room before curling up under the blanket draped over the back of his late uncle Ben's recliner. He rested his head against the soft leather, watching his oblivious aunt bustle around. He had to jump up to web his camera and rent money inside the drawer he had hidden far under his bed when May had ventured into his room, looking for something pricey to sell for extra liquor money.

Although he tried his best, sleep was out of the question when, at least, five or six women, some just as drunk as his aunt was strolled into the house like they owned the place.

Drinks were pulled out, bets were made on who could drink the most shots in one sitting, loud music was playing—either it was loud music or the whooping and hysterical laughter of May and her friends—all the while Peter made no effort to socialize with them.

He silently relaxed in his uncles' chair, legs hanging over the armrest, head pressed against the soft cushions. His eyelids drooped, feeling like they were made out of lead, and he was out like a light in no time.

Until he felt a hand snaking up his leg.

Peter's eyes snapped open. He yelped, scrambling out of the chair, heart racing. "What the hell?!" He narrowed his eyes, face flushed red in embarrassment, confusion and anger.

"C'mon, Peter," May slurred, slumped back against the couch. "'S not that bad.."

"Not that bad?!" Peter snapped, infuriated. "Are you crazy?!"

"Peter, honey…." One of her friends tried leading the sixteen year-old back to the chair before he stormed into the kitchen, grabbed a few bottles of water and snacks—including two apples. No way he was going to eat a bunch of junk food and not have anything healthy—and instantly retreated into his room.

The door unlocked for him almost as soon as he turned the knob. Slamming the door shut, he sat down on the floor, unwillingly listening to the drunken laughter of May and her friends.

Like what they were doing wasn't horrible.

He knew very well no one was going to believe a dumb kid of near sexual harrassment. He wasn't that stupid.

The phantom feeling of the woman's hand on his pant leg was enough to shake him. Unscrewing the lid off of one of the water bottles, Peter threw his head back, taking a huge gulp of the cool liquid.

He gagged, swallowing.

That wasn't water. That was alcohol.

He was annoyed, disgusted… And wanting to forget.

Taking a long look at the water bottle he held in his hand, and the other three thay lay scattered around his abnormally clean room with the two apples and other snacks he had bought for himself, Peter took another drink of the throat-burning liquid.

He wanted to forget. Forget all of his problems, forget May's carelessness, forget the upcoming exams and nationals competition, forget everyone pitying him.

And it was working.

* * *

_Vrrrrrrrmm._

_Vrrrrrrrmm._

_Vrrrrrrrmm._

_Vrrrrrrrmm_.

MJ looked up from the book she was reading to see the flashing screen of her vibrating phone. It was almost midnight...who was calling her this late?

She picked up the phone, not bothering to check the name. She pressed it to her ear.

"Whatever you're selling, I'm not interested," she stated bluntly.

"_Mm-jay…. Mm-jay, 's th't you…?_"

"Peter?" MJ was surprised the normally antisocial boy was talking to her. "Are you drunk?" She asked, befuddled.

"_Jus' a little…. Tipsy.._" Peter slurred.

"You sound way more than 'a little tipsy'," the Inhuman responded flatly. "What are you doing?"

"_Wanna see you…_" He responded pathetically.

MJ sighed, swinging her legs over the side of her bed. "Okay. Where are you? Your apartment?"

Peter made a little, "mm-hm" noise over the phone. "_Fire 'scape. Window's open.._"

"I'll be right there, you wasted dork." She hung up, sliding her arm through a sleeve of a cozy black zip-up hoodie.

Maybe it was because he was drunk, maybe it was because he wanted some company, MJ wasn't sure exactly why Peter had called her.

Silently creeping out her window and nervously making her way down the fire escape—she was scared of heights, so sue her—practically collapsing in relief when her dirty black and white shoes hit the pavement.

She walked down the street to the vigilante's apartment, rolling her eyes when she saw an enthusiastic wave from the third floor of the apartment building he lived at.

Swallowing her fear of heights, MJ braved the fire escape, hazel eyes focusing on the piercing blue stare of her classmate.

"Hi, Parker," she greeted nonchalantly. She pretended not to notice the science pun shirt or Hello Kitty pajama pants as she sat next to him on the green, metal landing, noticing the empty water bottle next to them.

"Mm-jay.." He greeted with a lopsided, dorky grin. "Hiiii…." He sat up before slumping back against the wall. "Ev'rything's spinning…."

"That's because you had one too many water bottles to drink," MJ replied.

"Jus' tree…." He objected sluggishly.

"Tree?" MJ quirked an eyebrow.

"Yeah." Peter held up three fingers. He suddenly cringed, irritation written all over his face upon hearing May and her group of friends cackle with drunken laughter.

"I'm guessing you're hosting a party, and you had too much to drink?" MJ guessed. Peter didn't seem like the type of person who'd have a party, nor the type of person to get wasted.

"No… My aunt's hosting a p'rty…." He clenched his fists, spiraling into a quiet rant about his aunt's drinking habit, the break-ins to steal money he saved up for the apartment's rent from his job at the Daily Bugle, trying to support himself and May when she had been rejected from a simple job at five fast-food restaurants she had applied for a total of three times—"No one wants t' 'ire an alcoholic drunk who can't even s'pport her own nephew," Peter stressed this multiple times, even though he was vaguely aware that MJ was still listening regardless—then her bringing men home who take an interest in him, or inviting her friends over that take pleasure in drunkenly flirting with him through his locked door, or cat-calling him whenever he ventures out to get food.

MJ could tell by the way the spider acted that he hadn't openly told anyone what had been going on at his home, which was the main reason he was so distant and reserved.

"Does… Does anyone else know about this?" The Inhuman pressed, trying to be as supportive as she could.

The vigilante shook his other. "Other th'n Mr. St'rk, no…" Tears of frustration welled up in his eyes, as he slowly started to burn through the alcohol thanks to his fast metabolism. "'M just…. Tired….." He ran a hand through his already disheveled brown curls, a few falling in his face.

MJ placed a hand on his shoulder, making him glance up at her. "Do you ever… Think about staying with Stark?" She asked carefully.

Peter nodded. "Sometimes…." His blue eyes reflected the frustration and how torn he felt. He wanted to stay and support May, help her with groceries and rent, but he couldn't take her carelessness any longer.

He was feeling neglected and lonely. The only light that had appeared at the end of the tunnel long after Bed had died was Tony. When the Avenger recruited him to fight Captain America and the "rogue" Avengers.

The man kept in touch with Peter after that, even when he didn't want him to.

He didn't want to get close to someone like how he had gotten close to Ben before he was murdered trying to protect him.

"I'm guessing these past five years we were...gone didn't really change anything for your aunt, right?" MJ asked.

"May… May was snapped like me…." He brought his knees up to his chest, resting his cheek on them. "'Cause I went up in the big doughnut with Mr. St'rk."

He was still badly trashed. The girl knew that he might spurt out his secret that he's Spider-Man to her, and she'd rub his head condesendingly, telling him she already knew for the past few years after he was bit by that stupid arachnid.

Unable to glance up at her eyes, Peter directed his focus on the "Votes for Women" t-shirt she wore before looking away nervously. Heart in his throat, he swallowed, finding some sort of newfound courage. "You wanna see it?" The anti-hero sat up eagerly.

MJ looked confused. "See what?"

He's still trashed, MJ. Just humor him.

"Th' suit." He stood up, swaying almost instantly before his shoulder made contact with the brick wall. He grunted, trying to get his blurred vision to focus.

"Maybe you should sit back down, Peter…" MJ stood up, leading him inside his room through the window.

"N-no way. Spider-Man doesn't sit 'round doin' nothing," he protested. "'M Spider-Man. I don't sit 'round. I help."

MJ led him to his bed, where he eagerly snuggled under his three blankets.

"Cozy…." He murmured through the soft materials, as MJ sat at the foot of his bed, silently praising herself for figuring out her classmate was the masked anti-hero she had…. Kissed.

She had kissed Peter Parker that night. Peter Parker was the one who had seriously maimed her attackers to protect her.

And now, here he was, wasted, and admitted to being the spider-themed vigilante she had such a fascination with.

She figured that he probably wouldn't remember all that had happened that night. Not even the fact that he had told her he was Spider-Man.

It was best to just humor the poor kid. He's already gone through enough from what he had told her.

* * *

_**A/N**_**: Like aunt, like nephew. Poor Peter just needs a break. And a break he'll get. I've got big plans for him in these upcoming chapters!**

**Now, I'm going to go suffer through all of my exams. SEE YA!**


	4. Chapter 4

_**A/N**_**: In this chapter, ****MJ ends up spending time with Peter at lunch and tags along with him to drop off his camera footage at the Daily Bugle, which is broadcasted on every news station, and a meeting with Mysterio himself has Tony privately voicing his suspicions with his kid.**

**This chapter's gonna be a doozy for sure! Since this is an AU, I've been sticking pretty close to elements from the comics, so Quentin Beck has little to no association with Tony Stark or SI in any way. Yeah, he still looks like Jake Gyllenhaal, don't worry, he'd just have a slightly altered roll in my version of the story.**

**As I've stated before, I'm pulling elements from the Tobey Maguire Spider-Man movies, the comics and the Andrew Garfield Spider-Man movies for this AU, and especially for this chapter in particular.**

* * *

_Going Live on Every Channel_

Finals were going smoothly. He didn't think he bombed any of them. He was, usually, a straight A student.

He did, however, have a persistent headache all day from his still-lingering hangover. He couldn't really remember what had happened after the third bottle of whiskey-infused water and the second apple he finished off in his room Saturday night.

May and her friends were all passed out drunk in the family room when he came to his senses, and a drawing of a spider with the words, "Let me know when you aren't wasted" was taped to his window in MJ's handwriting.

How MJ knew he was wasted was far beyond his comprehension. He didn't even remember her being in the same room with him.

He didn't usually see MJ before lunch. They shared lunch periods and sat next to each other or Peter would sit behind MJ and vice-versa in calculus, but that was it.

Ned walked up to the anti-hero, hand intertwined with Betty Brant's. "Hey, Peter!" He greeted.

Peter looked up from his heated up Burger Frog meal he had stopped by to grab before school had started that morning. "Hi…" He never sounded too enthusiastic to see Ned, which the olive-skinned teenager was used to.

"This is Betty," he introduced, grinning.

Steely blue eyes focused on the blonde girl who gave Ned a quick peck on the cheek.

"You must be Peter," she smiled warmly. "He's told me a lot about you before."

"Hm." Peter took a bite of his food.

'You don't...mind if I sit with Betty today, right, Peter?" Ned asked, worried that he might offend his best friend.

"Be my guest. I don't…" His blue eyes widened, face flushing beet red when he noticed MJ.

Walking right towards him.

Wearing a _Spider-Man t-shirt_ under her unzipped black hoodie. A t-shirt with _his face_ on it— granted, it was only his mask, but it was still him regardless.

"What up, losers?" She greeted. She quirked an eyebrow at Peter. "You okay, Parker? You look like a tomato."

"Where'd you find that shirt?" Betty asked. "It looks nice! Didn't know you were a Spider-Man fan, Michelle."

"Well, I guess I kinda am one now," she replied flatly, glancing at Peter from the corner of her eye.

Taking a sharp breath, Peter bit into his burger, trying to stay completely neutral and composed. He didn't want anyone to see him acting like MJ's shirt flustered him. He couldn't—no, _wouldn't_—let anyone toy with his emotions. May had done that too many times for him to count.

But feeling his heart rate pick up, steely blue eyes losing their icy glaze, and his battle-scarred face turning a deep shade of pink made him mentally scold himself.

It was a damn shirt! Why was he getting so worked up over a _shirt_?

"This table available, Parker, or do I have to go find another one?" MJ asked, studying Peter's broken composure for a second longer.

"You can sit here," the spider responded bluntly, instinctively pushing the green, cardboard container filled with lukewarm French fries in the middle of the table.

MJ sat down across from him, pulling out one of her sketchbooks, her hand unconsciously reaching for one of the fries, which Peter made no effort to open his mouth and point her out for doing so.

He _had_ pushed the container in the middle for a reason after all. He wasn't going to eat all those fries himself.

He was going to let Ned take his fries—the boy usually did, anyway—but since he was off with his lovey-dovey girlfriend making the biggest, sappiest lovestruck eyes anyone had ever seen on a guy, that was out of the question.

Peter's gaze was firmly trained on the greasy piece of paper covered with faint print of the Burger Frog logo until he reached up to grab another fry. His hand quickly snatched it back when MJ, not looking up from her sketchbook, also reached into the container.

A flash of blue colored pencil on the piece of pale white paper made him cock his head to one side. "Wait."

MJ watched him lean over the table, muscles in his upper body tensing through his navy blue zip-up and dumb science pun t-shirt from the movement.

"Is that me?"

The awestruck gleam in his usually soulless eyes made her heart flip in her chest.

"Yeah. It… It is you," MJ admitted lamely. "It was an old sketch I stumbled on recently."

Peter's eyes focused on the all-out concentrated and serious expression that was always plastered on his battle-worn face. MJ got every detail perfectly, a few spiders and Black Dahlia's appearing here and there along with the blue-purple ink sketch.

MJ had grown silent, watching the boy's coppery brown curls fall into his face the longer his head was bent, silently examining the sketch with pure amazement.

"That.. That's pretty cool, MJ." He lifted his head to meet her dark hazel eyes, the faintest of smiles tugging at his lips.

MJ quirked an eyebrow at him. A half-smile snuck its way onto her lips, as she tilted her head ever so slightly. "Thanks."

Before the spider could answer her, the bell for fifth period calculus began to violently ring in their ears.

As MJ gathered her art supplies, her and Peter hurriedly finishing off the Burger Frog fries, the anti-hero paused.

"Good luck. On the exam, I mean."

MJ observed her classmate before nodding. "Same to you."

"Yeah. It… It is you," MJ admitted lamely. "It was an old sketch I stumbled on recently."

Peter's eyes focused on the all-out concentrated and serious expression that was always plastered on his battle-worn face. MJ got every detail perfectly, a few spiders and Black Dahlia's appearing here and there along with the blue-purple ink sketch.

MJ had grown silent, watching the boy's coppery brown curls fall into his face the longer his head was bent, silently examining the sketch with pure amazement.

"That.. That's pretty cool, MJ." He lifted his head to meet her dark hazel eyes, the faintest of smiles tugging at his lips.

MJ quirked an eyebrow at him. A half-smile snuck its way onto her lips, as she tilted her head ever so slightly. "Thanks."

Before the spider could answer her, the bell for fifth period calculus began to violently ring in their ears.

As MJ gathered her art supplies, her and Peter hurriedly finishing off the Burger Frog fries, the anti-hero paused.

"Good luck. On the exam, I mean."

The Inhuman observed her classmate before nodding. "Same to you."

He smiled a tiny bit before they both wandered out of the cafeteria and into the school hallway, headed to their next class.

* * *

The exam day chaos was finally dying down. The decathlon team was doing one last review before the big end-of-the-year competition that would win them a trip to California.

Peter didn't remember the last time he had gone to California, let alone Disneyland. Yes, Tony had taken him and his family to Disney World to celebrate their triumph over Thanos, even if it costed Tony his arm.

He had fun in Disney World, especially in Galaxy's Edge. He had sent Ned dozens of photos, just to make the other boy jealous, but he knew Ned would get to experience Disneyland's Galaxy's Edge soon enough.

That was if they won.

Ignoring Flash's complaints about being put off as second reserve, MJ doled out question after question to her teammates.

Although some of her teammates responded after a moment's hesitation, Peter would shoot out an answer no sooner had the Inhuman finished her question.

And he always got it right.

At that point, everyone was used to Peter's spot-on, sharp responses, but they still amazed Ned and MJ both at how fast he was at responding.

Probably another quirk due to his incredible reflexes, both physical and mental, because he was Spider-Man.

"Alright, Michelle, I think that'll be enough review for today," Mr. Harrington said, standing up from his chair farther away from the little group.

Peter bent down to grab his backpack sitting next to him, slugging it over his shoulder. Cold, blue eyes glanced over at Ned when he started rattling off about Star Wars, something he personally didn't care too much about.

But he knew Ned liked Star Wars, so he let him blab his ear off all the way out of the school.

MJ watched as Ned hopped into his mom's car, while Peter headed into the direction of the Daily Bugle to drop off the pictures and video footage of Mysterio and the battle in the currently-being-rebuilt Towns Square.

"Peter!" She jogged after him, making him pause and look back at her with those bright, soulless blue eyes.

Clutching his backpack strap closer to his body, he watched the slightly taller sixteen year-old sidle up to him. "Yeah?"

"I… Wanted to tell you that you did a good job at the review for nationals," she praised.

Peter cocked his head to one side innocently. "Thanks.." He checked the time on his SI watch. "I gotta head to work. Jameson's video footage and photos aren't gonna waltz into his office themselves."

"You work for _Jameson_? J. Jonah Jameson? Of the Daily Bugle?" She quirked an eyebrow, walking alongside next to him on the way down to the Daily Bugle.

"Yeah. Sure everyone there is kind of an ass, especially him, but I can deal with that," the spider responded. "The more photos and video footage I turn in, the larger my check is to pay rent for mine and my aunt's apartment."

MJ simply nodded at that, remembering how Peter had vented to her about having to be the sole supporter for himself and his aunt when he was severely wasted.

If he minded that she joined him on his walk up to his job building, he didn't say so.

He let his right hand dangle against his side, brushing against MJ's own hand, almost curling his fingers around it.

Feeling awkward, his hand shot up to grab his backpack strap, just as the girl's next to him gripped her arm.

"I… Work over here." He gestured his head to the boring, old Daily Bugle building.

"Still can't believe you work here with a bunch of stuck-up, rich snobs," MJ said, rolling her eyes.

"Well, I mean, 's not that bad… I just need to give Jameson a flashdrive of my footage and photos for him to upload to his computer, get my paystub and wait to come pick up my check the following week," Peter explained, as he and his classmate walked across the street to reach the small business building.

Effortlessly pushing the door open, the sixteen year-old looked around for any sign of Eddie Brock, but he didn't see him. Looking back at MJ, he held the door open with his hand, letting her step inside.

When she flashed him a condescending smile, Peter felt his face flush.

"Thanks, loser," she said, stepping inside. She briefly looked around before her dark hazel eyes focused on the anti-hero's cold blue ones.

He noticed a circle of chairs in the lobby, which he ended up leading her to. "You can sit over here," he told her. "I'll be right back. Gotta take these to Jameson."

MJ plopped down in one of the comfy, leather chairs, book bag in her lap. "Okay."

Peter smiled a slight smile before walking towards Jameson's door.

Hesitantly knocking on it, he heard the sound of Brock's angry voice, demanding something from their boss.

Patiently waiting for Brock to swing the door open and leave in an angry huff, Peter fiddled with the strap of his backpack until his Spider-Sense went off, alerting him of the angry bull of a man that was storming straight towards the door.

Jumping aside, he watched Brock stomp out of the office, grumbling about how his pictures were "way better than that dumb kid's" and that he "deserved better".

Peter brushed off his supposed co-worker's harsh comments, making eye contact with MJ.

She watched Brock storm off before giving the boy an unreadable look, although he could see the anger blazing in her eyes.

He simply sighed, shaking his head.

"Parker! Right on time," Jameson said once he noticed the Mutant teenager. "I suppose your footage and photographs will be better than these blurry, poor pieces of shit Brock handed over," he complained, as Peter obediently handed over his flashdrive.

Gripping the straps of his backpack, he watched the man's eyes widened.

"Who in the hell is that?!" He demanded, pointing to the monitor of Mysterio joining the Avengers in their battle.

"I don't know much… I was too busy getting videos and stills of that guy. But I heard his name is Mysterio," Peter replied, partially lying through his teeth. His blue eyes scanned the flying fishbowl-helmeted hero, still unsure as to where he came from.

"Excellent work, Parker. I oughta give you a raise for this amazing footage." The man ripped a check out of his checkbook.

"M-Mr. Jameson, you really don't need to give me a raise.." The anti-hero protested, but a check was thrusted into his hand. His eyes widened when he saw the amount. "Wh—"

Three hundred, fifty dollars. _No one_ at the Daily Bugle was paid that much, let alone a sixteen year-old kid.

"You have true potential, Parker," Jameson told him handing him his flashdrive back.

"Thank you, sir.." Peter mumbled, smiling slightly. He slipped the check into the front pocket of his backpack, walking out the door.

He didn't look too happy when he saw Brad Davis, one of the Daily Bugle interns, standing around and talking to MJ.

Peter never talked to Brad. He'd seen him before, but the jock was always too interested in talking about himself for the sixteen year-old to be interested in ever striking up a conversation. He seemed to get along with Brock rather well, both of them talking over their love of sports every time he saw them interact.

Except when Brock was being a big baby about Peter's miniature success in professional photography at only sixteen.

Normally, he wouldn't have been bothered. But seeing the supposed basketball player brag about himself to the uninterested Inhuman made the anti-hero mad.

"Third game in a row, my team won," Brad grinned smugly, leaning against the back of the chair the girl sat in, nose buried in one of her lengthy chapter books.

"Oh really?" She asked, uninterested, flipping another page in her book.

"Yeah. Y'know… My team's scheduled to play against Vision's Academy in two weeks… Maybe I can snag a ticket for you." Brad winked, just as Peter strode up to them.

"Hate to break up your little conversation," Peter's cold voice cut through the brief silence between the two of them when he approached, "but we've gotta pack for a two week vacation." His eyes softened when he looked at MJ before hardening when Brad met his intimidating blue gaze.

MJ stuffed her book into her backpack, slinging it over her shoulder when she stood up.

Peter followed her outside, shoulder brushing against hers, steely eyes glancing back at the building they exited, as if he expected Brad to jump out and do...something. Not to him, but to MJ.

"I've never seen Peter Parker as the jealous type," MJ piped up, an amused smirk on her face.

Peter wrinkled his nose. "I am not jealous," he snorted in protest. "I've never trusted that guy is all.." He folded his arms over his chest, almost like he was pouting.

"Really?" The amused smirk never left her face, as she watched Peter's face flush dark red.

"Yeah. Really."

Although Peter wasn't very talkative, he willingly let MJ lead him down the street, hands stuffed inside his unzipped hoodie pockets.

Once they reached a nice apartment complex, MJ paused.

"This is, uh, my place. So, I guess thanks for walking me home." She tucked a strand of hair behind her ear.

Peter smiled a tiny half-smile. "You're welcome."

"I'll see you at school tomorrow, nerd." She playfully punched his shoulder before walking towards the door to the large building.

Peter stood outside, watching her walk into the elevator, only leaving when the doors silently slid shut, giving him the confirmation he needed that she was okay.

Walking down the street, headed towards the Avengers Tower, his bright blue eyes focused on the large, approaching building.

Stepping inside the lobby, he nodded a bit to the man at the front desk before stepping into the elevator.

"_Hello, Peter,_" F.R.I.D.A.Y., Tony's AI, greeted.

"Can you take me to Mr. Stark, please?" He asked.

"_Certainly, Peter._"

Silently standing inside the elevator, Peter fiddled with the sleeve of his jacket, leaning back against the wall. His mind continued to wander back to thinking about MJ. Why? He didn't know.

He couldn't think about anything but her.

Peter didn't like getting close to people. The people closest to him either leave in some horrible way, or they die right in front of his eyes.

The emotional barrier he set up around himself was like a force field. It protected him from showing too much emotion, protected him from getting too close to people.

When Tony Stark entered his life to recruit him for the Avengers Civil War, when he became Spider-Man… That barrier had broken.

Until Thanos came. When he died...never to come back until five years later.

That barrier didn't take long to rebuild when Peter witnessed his mentor's near-death experience, one side of his face and left arm charred and scorched from the gamma radiation and power of the Infinity Stones.

The spider squeezed his eyes shut, trying to forget watching his mentor collapse, his Spider-Sense alerting him of the man's dangerously slow pulse, as F.R.I.D.A.Y. listed off the mechanic's various injuries.

That was the last time Peter had cried. He cried because he was scared, because he thought he was going to lose his mentor. The father figure he never had after Ben died.

The only adult who truly cared about him.

_Ding!_

When the elevator stopped, Peter hastily dug the heel of his palm into his eye, trying to erase any trace of tears that threatened to spill.

The doors slid open and he stepped out into the Avengers conference room.

Everyone was there; Wanda Maximoff, Natasha, Sam, Bucky, Tony, Clint…

And Mysterio.

"Hey, kiddo," Tony greeted, smiling. "How was your exams?" He asked, pulling him into a side hug.

"They went well," he admitted, cold eyes focusing on the little five year-old girl who dashed out to see him, a tall woman wearing fancy business attire, straight blonde hair loosely hanging over her shoulders.

"Petey!" Morgan launched herself at the anti-hero, who easily caught her in his arms.

"Hey, Squirt," he greeted calmly. "Glad to see you didn't burn the house down."

"Are you gonna stay over again, Petey?" She asked, looking up at him with her big chocolate eyes.

Peter nodded. "Yeah." A small, half-smile tugged at his lips.

"Alright, Mo-Mo. Peter and I need to have a grown-up talk with everyone else, okay?" Pepper Potts-Stark gently pried the toddler off of the sixteen year-old.

"Okay. Bye, Petey!" She waved over her mother's shoulder after Tony planted a kiss on her head and then Pepper's.

Peter's attention instantly diverted back towards Mysterio. "What are you doing here?" He asked.

"Jameson broadcasted the footage you took of us in action," Wanda said, patting the couch for him to sit down.

Peter walked towards the comfy couch, a soft, fluffy blanket folded on the armrest. His blanket.

Wrapping it around his shoulders, Tony switched the TV on.

"As the Avengers struggle to battle this rock formation of a monstrosity, a new hero soars in! From sources received, this 'man of mystery' is none other than Mysterio," the news reporter spoke on the TV.

Tony switched the channel to another news station focusing on the same story. "Looks like Jameson sent your footage to every news broadcast in New York, Pete."

"Woah….." His eyes widened, although he kept his face neutral.

"I don't mean to interrupt but," Mysterio stepped closer to them, a soft smile on his face, "you took that footage?" His eyes rested on Peter, who looked up at him fearlessly, cold eyes staring right at him.

"Yeah," he replied nonchalantly.

"That's pretty impressive, kid." He shook Peter's hand.

"We were told that Mysterio here is named Quentin Beck," Bucky said, standing off to the sidelines, a coffee mug in his metal hand.

"You can call me Quentin," Mysterio, Quentin Beck, said, shaking each of their hands.

Peter noticed that he was wearing his gold and cyan armor under his green suit, but his cape had been removed from the triangular clasps on each side of his sternum.

"We appreciate your help, Quentin," Natasha said formally.

"I've dealt with those things before, actually," Quentin explained. "They attacked my universe, completely destroying it. And my family.."

Peter cocked his head to one side, noticing how the man fiddled with a gold ring around his finger.

"There's… There's a multiverse?" He asked, befuddled.

"The Snap tore a hole in the multiverse, which is how the Elementals and I got here," the man replied. "This is Dimension 616. I'm from Dimension 833."

"Hold up. I heard something about an 'Elemental'?" Sam piped up, stepping closer.

"What we fought out in Towns Square was one of the Elementals. There's four of them; air, fire, water, and earth. The fire is said to be the strongest out of all of them."

"So these Elementals… Where are the other three?" Rhodes asked, wanting to know more about the strange creatures.

"I've been tracking them down for a while… The only ones left are the water and fire Elementals. I took down the Air Elemental in my dimension. Before the Snap."

Only Tony seemed to notice Peter flinch every time Quentin mentioned the Decimation.

He knew turning into ashes was a difficult event for both of them, especially Peter. He could feel it. He could feel it happening to him. While everyone else's death was painless, his wasn't.

"Pete, you need a breather?" He asked gently.

Peter looked back at his mentor. His blue eyes glanced back at Quentin, then the rest of the team before landing on Tony. "No.. I can…. I can handle it."

Tony's warm brown eyes lingered on his kid for a bit longer. "Okay."

Peter jerked his head when Natasha gently ran her fingers through his messy curls, a half-smile on his face. "Naaaaaat.."

"Sorry, Маленький паук. You do seem a little tense. Are you sure you're okay?" She asked in a soft voice.

The spider nodded, wrapping the blanket closer to his body. "Mm-hm. 'M fine.."

He rested his head against the couch, listening to the adults talk, Scott or Clint making coffee in the kitchen.

"We could really use your help fighting these things off," Scott piped up eagerly. "With you around, they'll be gone… Just like that!"

Peter jumped, eyes wide, heart pounding when Scott snapped his fingers.

He could feel the onset of a panic attack from the way his hands shook, his vision flashing back to Titan to the battleground in the wake of Tony's snap.

"Scott!" Natasha glared at the other Avenger.

"Peter? Pete, kid, it's okay." Tony hesitantly walked towards the teenager, as Scott blubbered apology after apology.

"Peter, I'm so sorry! I forgot, I'm sorry!"

"Alright, Tic-Tac. That's enough." Sam placed his hand on the man's shoulder.

"Tones, you got him?" Rhodes asked.

Tony looked back before nodding. "Yeah. Peter. Underoos, let's go down to the workshop, okay?" He placed a hand on the panicking kid's back, leading him away after he stooped down to grab his backpack.

Peter's panic attacks were usually very bad. He couldn't handle the sound of someone's fingers snapping without breaking his cold and neutral composure.

He was pretty much silent on the way down to the workshop, trying to calm himself down. He knew Tony was helping him, but it was difficult.

"You doing a bit better, Pete?" He asked, rubbing the shaking teenager's shoulder.

Peter nodded, cold, blue eyes staring down at his worn-out sneakers. "Yeah. Just fine."

He looked up from staring at his shoes at his mentor.

"I don't know about that Quentin Beck."

"What do you mean? He helped kick that boulder's ass," the sixteen year-old mutant objected.

"Something about him seems off is all. I mean, an interdimensional warrior sounds pretty far-fetched to me," the retired Avenger admitted, letting Peter venture off to where he usually developed his suits.

"Well, he's a big hit with Jameson. He loves the guy. Wants me to get more footage of him," the anti-hero replied.

"Something just...doesn't sit right with me about that guy, Pete…." Tony admitted, standing off to the side to watch him.

He was truly amazed by what the little genius could do. The older man could watch him for hours just upgrading one of his various suits, or even develop another one.

He always took Peter down to the workshop when he had a panic attack. It helped him get whatever he was traumatized by out of his mind.

"You want anything, bud?" He asked, watching Peter swipe through suit designs.

"I don't think so…. But thank you, Mr. Stark." His steely blue eyes glanced up at his mentor, a ghost of a smile on his face.

Tony smiled, although it was worried. "Alright, kid."

Peter looked back down at his work-in-progress suit. "Tony…? I kinda want to check on my aunt…. Just to see if she's...y'know...okay."

Tony nodded. "That's fine, kid."

Peter grabbed his phone out of his backpack, giving his suit one last look over his shoulder before walking off towards a more secluded area of the workplace. Dialing his aunt's phone, he pressed it to his ear.

"_Hello..?_" A tired drunken voice responded on the other line.

It wasn't May. It was… Someone else.

_You've gotta be kidding me…._ "Where's May Parker?" He asked.

"_Passed out on th' couch. Why do you care, kid?_"

"If you're not too drunk to remember this, tell her I'm staying at Tony Stark's place until I return from a two week school trip," Peter snapped before hanging up and returning to his mentor.

He slumped in the chair next to his desk. "She's at one of her friends' places. Again."

Tony gently rubbed his head. This time, he didn't fight it. "You tell Jameson about the trip?"

"Yeah, I will. Right after I send him some more photos. I leave for Washington next Thursday, anyway, and I've got work on Wednesday." He pulled out a bag of popcorn from a little cabinet built into the wall, ripping the plastic off to have it as a snack. He waved it against the mechanic's arm. "Popcorn?"

Tony looked down at his kid's bright blue eyes and smiled. "Yeah. You won't let me leave here if I don't eat some, anyway."

"Thanks to the 'Fuel for Iron Man Protocol'," Peter responded with a tiny, cocky grin. He shoved the bag into the microwave, starting it up.

"We can take that up to the rest of the team and Beck, too. If you're up for it, kid." Tony gently squeezed Peter's shoulder.

"Yeah. Yeah, we can go back up there. I'm okay now," he reassured, waiting for the one minute fifty-two second mark to reach zero, the crackling of melted butter filling the little area.

* * *

_**A/N**_**: ****I found out through a Marvel Universe 616 comic featuring a Spider-Man and Deadpool team up, Peter doesn't like Star Wars too much after Deadpool mentions it to him in hopes of them having a movie night. In my AU, Peter's pretty disinterested in the movie series. Especially with Ned talking his ear off about it.**

**But for now, we have some decathlon team shenanigans to look forwards to in the next chapter!**

**Маленький паук translates to: Little Spider.**


End file.
